In Virginia, a corporation is a legal entity formed under the Virginia Stock Corporation Act (CSCA). Consent by shareholders refers to the process through which shareholders of a Virginia corporation express their approval or agreement on specific matters concerning the corporation. The consent of shareholders is vital for various corporate actions, as they directly impact the rights, interests, and ownership of shareholders. Shareholders typically exercise their consent through voting on corporate resolutions during shareholder meetings. However, consent by shareholders can also be obtained outside a formal meeting, which is referred to as consent in lieu of a meeting. There are different types of Virginia Corporation — Consent by Shareholders, including: 1. Written Consent: Shareholders may give their consent in writing, either manually or electronically, to corporate actions that require shareholder approval. The written consent is typically signed by all the shareholders entitled to vote on the action and must be delivered to the corporation for it to take effect. 2. Unanimous Consent: In some cases, certain corporate actions may require the unanimous consent of all shareholders entitled to vote, meaning that every shareholder must agree for the action to be approved. Unanimous consent is often required for critical matters such as amending the articles of incorporation or merging with another company. 3. Action by Consent: Action by consent refers to the process of obtaining shareholder approval electronically or through other forms of communication that do not involve physical meetings. The CSCA allows corporations to use electronic means to obtain shareholder consent, ensuring efficiency and convenience. 4. Consent in Lieu of Meeting: Shareholders may give their consent regarding a particular matter without holding a formal meeting. Consent in lieu of a meeting allows shareholders to take action promptly and efficiently, bypassing the need for scheduling and convening a meeting. 5. Proxy Voting: Proxy voting is another way for shareholders to express their consent. A shareholder can appoint someone, known as a proxy, to vote on their behalf during a shareholder meeting or for a specific action. Shareholders must provide written authorization for their proxy to exercise their voting rights. It is important for Virginia corporations to comply with the requirements set forth by the CSCA regarding the consent by shareholders. These requirements ensure transparency, fairness, and protect the rights and interests of shareholders in corporate decision-making processes.